181 Revised Page No. 1 Northwest Marine Terminal Association, Inc. Agreement FMC No. 009335-005 NORTHWEST MARINE TERMINAL ASSOCIATION, INC. FEDERAL MARITIME COMMISSION AGREEMENT NO. 009335, AS AMENDED AMENDMENT NO. 5 MARINE TERMINAL DISCUSSION AGREEMENT AND COOPERATIVE WORKING AGREEMENT Original Page No. 2 Northwest Marine Tenninal Association, Inc. Agreement FMC No. 009335-005 TABLE OF CONTENTS Page No. Title Page 1 Preamble 3 Article 1 Name of Agreement 3 Article 2 Purpose of Agreement 3 Article 3 Parties to the Agreement 3 Article 4 Geographic Scope of the Agreement 4 Article 5 Overview of Agreement Authority 4 Article 6 Officials of the Agreement and Delegations of Authority 5 Article 7 Membership 7 Article 8 Voting 8 Article 9 Duration 9 Article 10 Neutral Body Policing 9 Article 11 Prohibited Acts 9 Article 12 Consultation, Shippers Requests and Complaints 10 Article 13 Independent Action 10 Article 14 Meetings and Parliamentary Procedures 11 Article 15 Agreements with Other Marine Terminal Operators, Carriers and Persons 11 Article 16 Expenses and Housekeeping Arrangements 12 Article 17 Amendments 12 Article 18 Filing Agent 12 Original Page No. 3 Northwest Marine Terminal Association, Inc. Agreement FMC No. 009335-005 FEDERAL MARITIME COMMISSION AGREEMENT NO. 009335 PREAMBLE The members desire to amend this AGREEMENT in order to restate it in conformance with the Shipping Act of 1984. Therefore, the Members hereby amend and restate this AGREEMENT, first entered at Seattle, Washington, on the 2"d day of May of the year one thousand nine hundred and sixty-three, by and between the undersigned on this 25111 day of July of the year one thousand nine hundred and eighty­ seven. ARTICLE 1 NAME OF THE AGREEMENT This Agreement shall be known as the Northwest Marine Terminal Association, Inc. (the "Association"). ARTICLE2 PURPOSE OF THE AGREEMENT The undersigned marine terminal operators, (the "Members"), in consideration of the benefits, advantages and privileges to be severally and collectively derived from this Agreement, hereby associate themselves in the Northwest Marine Terminal Association in order to more adequately serve the interests of the shipping public at terminals owned or operated by them in ports in the States of Washington and Oregon, and to establish and maintain, for the purpose of promoting commerce and insuring stability, tariffs, rates, charges, classifications, rules and practices at such terminals for or in connection with interstate and foreign commerce. The Association shall also provide a forum for the open discussion of areas of concern to its Members in providing terminal services to the shippirg public. ARTICLE3 PARTIES TO THE AGREEMENT The parties to this Agreement are set forth in Attachment A. Original Page No. 4 Northwest Marine Terminal Association, Inc. Agreement FMC No. 009335-005 ARTICLE4 GEOGRAPHIC SCOPE OF THE AGREEMENT This Agreement is among marine terminal operators located in the states of Washington and Oregon. ARTICLE 5 OVERVIEW OF AGREEMENT AUTHORITY The parties to this Agreement intend to exercise any and all of the following authority: (a) To discuss and agree among themselves concerning all terminal rates and/or charges for or in connection with cargoes handled at facilities owned or operated by the Members; (b) To discuss and agree among themselves concerning all rules and regulations relating to the receiving, handling, storing and/or delivering of property at terminal facilities; (c) To collect, compile and exchange credit experience information; (d) To exchange information to facilitate long range industry planning with respect to a broad range of factors such as environmental concerns, intermodal developments and regulations, .technological developments, fuel and energy requirements, cooperative undertakings to achieve operating economics and mitigate operating costs, labor issues, port development, and governmental programs and actions which affect terminal and other maritime activities; and (e) To discuss, prepare, or support or join in, any petition, pleading, study, statements, position, testimony, evidence, recommendation, data, opinion or other expression for presentation or submission to any judicial or legislative tribunal, governmental or other public body; the media; other industry associations; and any public or private survey, symposium or research project. Original Page No. 5 Northwest Marine Terminal Association, Inc. Agreement FMC No. 009335-005 ARTICLE6 OFFICIALS OF THE AGREEMENT AND DELEGATIONS OF AUTHORITY (a) The Affairs of this Association shall be governed by a Board of Trustees (the "Board") which shall be selected as follows: Each active Member of the Association shall name one trustee and one alternative trustee who shall act on behalf of the Member in the event of the absence of the first trustee. The trustees and alternatives shall serve until the active Member names another person to take their place. The Board shall have supervision of all matters pertaining to the Association, shall establish the annual dues and assessments, approve the annual budget of the Association, and shall appoint the Executive Secretary of the Association. (b) The Board shall elect a President, Vice President and Treasurer, who shall be the Officers of the Association, and who shall serve without compensation. The Officers shall serve for a term of one year which shall be coterminous with the calendar year, but shall continue their term of office until their successors have been duly elected and have taken office. (1) The President shall preside at all meetings of the Association and of the Board. He shall be an ex-officio Member of all Committees and shall, subject to the Board, have general direction of the business of the Association. (2) The Vice President shall serve during the absence of the President and during such term perform all the duties of the President. (3) The Treasurer shall be responsible for the funds of the Association and for keeping an accurate record of all Association receipts and disbursements. (c) The Board shall select and employ an Executive Secretary who shall act as the Executive Officer of the Association subject to the direction of the Board and the President. (1) The Executive Secretary shall keep an accurate record of the meetings of the Association and shall maintain records in conformity with the Shipping Act of 1984 and the requirements of the Federal Maritime Commission's rules promulgated in conjunction therewith. 1st Revised Page No.6 Northwest Marine Terminal Association, Inc. Agreement FMC No. 009335-005 ARTICLE 6 <Cont.l (2) Each of the parties hereto hereby expressly authorizes the Executive Secretary as its representative authorized to file Agreement amendments, minutes and any other required documents with the Federal Maritime Commission. (d) The Members may establish and abolish committees or subcommittees ("Committees") as they consider necessary to conduct the business of the Association. Such Committees may be authorized to consider and act upon any matters within the scope of this Agreement. Any action taken by any Committee shall bind only those Committee Members who elect to be parties to such an agreement. The prov.isions of this Agreement regarding quorums, voting, and parliamentary procedure shall apply to Committees. (1) Executive Committee. The President, with the approval of the Board of Trustees, shall appoint an Executive Committee of seven Members, including the President, selected from among the Board of Trustees. The Executive Committee shall exercise all the powers of the Board of Trustees when the Board is not in session. The Executive Committee shall fix the time and place of meetings unless the Board of Trustees shall otherwise provide. If the President or any three Members of the Executive Committee determine that it is not feasible to call a meeting, the Committee may take action if the approval of a majority of the Committee Members is obtained by the Executive Secretary by means of a telephone, facsimile, electronic mail, or telegraph poll of the Committee Members. (2) Committee on Tariffs and Practices. The President shall appoint a standing Committee on Terminal Tariffs and Practices, consisting of a chairman and such other Members as in the judgment of the President may be required. The Committee on Tariffs and Practices shall investigate and study terminal operating costs, methods and practices, as well as traffiC conditions, in order to determine just and reasonable, and so far as practicable, uniform rates, charges, classifications, rules, regulations and practices at marine terminals, and to recommend to the membership the adoption of such rates, charges, classifications, rules, regulations and practices. {3) · Committee on Cooperative Arrangements and Antitrust lmmunitv. The Committee on Cooperative Arrangements and Antitrust Immunity shall be composed of the Executive Director, Chief Executive Officer, Managing Director or other person at the highest management level of each marine terminal operator Member, or his delegate. Membership on the Committee shall be open to Original Page No. 7 Northwest Marine Terminal Association, Inc. Agreement FMC No. 009335-005 ARTICLE 6 (Cont.> all Members of the Association, but shall not be mandatory. The Committee may organize subcommittees along regional lines (e.g. Puget Sound and Columbia River), by nature of cargo (e.g. container, bulk, breakbulk, etc.) or other bases. A Chairman of the Committee shall be elected from among the membership of the